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EXHIBIT 7
October 30, 1996
[Date of Commencement
of Phase II due diligence]
Furon Company
29982 Ivy Glen Drive
Laguna Niguel, CA 92677
Attention: Donald D. Bradley
General Counsel and Corporate Secretary
Ladies and Gentlemen:
Medex, Inc. (the "Company") is engaged in discussions with you regarding
your possible purchase of the Company by way of a tender offer and merger (the
"Acquisition"). This letter agreement amends and supplements the confidentiality
agreement dated September 16, 1996 among Smith Barney, Inc., the Company and you
(the "Confidentiality Agreement"). The Company recognizes you will incur
substantial expenses in conducting a due diligence investigation of the Company,
and in consideration for your doing so, the Company agrees to cease and
terminate immediately, and to use its best efforts to cause its directors,
officers, affiliates and representatives (including any investment banker or
financial advisor) of either the Company or any of its subsidiaries
(collectively, "Representatives") to cease and terminate immediately, any
negotiations (other than with you and your Representatives) with respect to any
proposals relating to any business combination or acquisition transaction
outside the ordinary course of business involving the acquisition by any third
party of all or any material portion of the stock or assets of the Company (any
such proposal being a "third-party offer"). In addition, the Company agrees
that, for a period of fourteen (14) days from the date hereof, it will not, and
will not authorize or permit any of its Representatives, to, directly or
indirectly, solicit, consider or encourage any inquiries or proposals for (or
which may reasonably be expected to lead to) any third-party offer, or engage in
discussions, conversations, negotiations or other communications with or provide
any non-public information to, or otherwise assist or cooperate with any person,
entity or group in connection with any third-party offer. Immediately upon
receipt of any third-party offer or related inquiry during such period, the
Company agrees to inform you of the fact of such third-party offer or related
inquiry, including, among other things, the identity of the third-party making
such offer or inquiry. The Company will not make any public filing or
announcement concerning the Acquisition or your proposal without your prior
written consent, except as may otherwise be required by law.
Prior to the execution of the definitive agreement, the Company will make
available to Furon, its employees, agents, advisors, representatives and lenders
all information reasonably requested concerning its operations, business and
prospects, including, without limitation, the working papers of its independent
certified public accountants and visits to the various Company locations.
The Company understands and agrees that money damages would not be a
sufficient remedy for any breach of the Company's agreements in this letter
agreement and that you will be entitled to injunctive relief, specific
performance and/or any other appropriate equitable remedies for any such breach.
Such remedies shall not be deemed to be exclusive, but shall be in addition to
all other remedies available at law or in equity.
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Except as expressly modified by this letter agreement, the Confidentially
Agreement shall remain in full force and effect.
MEDEX, INC.
By:
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SMITH BARNEY INC.
By:
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Accepted and agreed to, this 30th day of October, 1996.
FURON COMPANY
By: /s/ DONALD D. BRADLEY
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